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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002 Commission File No. 0-27338
INFOGRAMES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3689915
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
417 FIFTH AVENUE, NEW YORK, NY 10016
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 726-6500
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
As of November 14, 2002, there were 69,881,706 of the registrant's Common
Stock outstanding.
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INFOGRAMES, INC. AND SUBSIDIARIES
SEPTEMBER 30, 2002 QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
----
Item 1. Financial Statements:
Consolidated Balance Sheets as of June 30, 2002 and
September 30, 2002 (unaudited) 3
Consolidated Statements of Operations and Comprehensive
Income (unaudited) for the Three Months Ended
September 30, 2001 and 2002 4
Consolidated Statements of Cash Flows (unaudited) for the
Three Months Ended September 30, 2001 and 2002 5
Consolidated Statements of Stockholders' Deficiency for the
Year Ended June 30, 2002 and Three Months Ended
September 30, 2002 (unaudited) 6
Notes to the (unaudited) Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk 22
Item 4. Controls and Procedures 22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 23
Item 6. Exhibits and Reports on Form 8-K 25
Signatures 26
Certifications 27
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INFOGRAMES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
JUNE 30, SEPTEMBER 30,
2002 2002
--------- -------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 6,029 $ 12,398
Receivables, net of allowances for bad debts, returns, price
protection and other customer promotional programs of $50,451 and
$51,732, respectively 81,200 40,937
Inventories, net of reserves of $7,695 and $6,759, respectively 45,235 54,008
Income taxes receivable 1,074 1,049
Due from related parties 3,849 10,099
Prepaid expenses and other current assets 8,347 8,188
--------- ---------
Total current assets 145,734 126,679
Property and equipment, net 16,185 16,118
Investments 3,500 3,500
Goodwill, net of accumulated amortization of $26,116 in both periods 72,924 70,223
Other assets 3,520 7,741
--------- ---------
Total assets $ 241,863 $ 224,261
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 59,259 $ 63,148
Accrued liabilities 35,615 36,329
Revolving credit facility 15,000 --
Short-term promissory notes 8,833 --
Current portion of medium-term loan -- 10,000
Related party credit facility 61,431 45,391
Royalties payable 8,915 14,803
Income taxes payable 1,447 1,454
Due to related parties 7,111 7,013
--------- ---------
Total current liabilities 197,611 178,138
Related party debt 150,947 151,427
Long-term deferred income 3,500 4,169
Other long-term liabilities 5,134 5,109
--------- ---------
Total liabilities 357,192 338,843
--------- ---------
Commitments and contingencies
Stockholders' deficiency:
Preferred stock, $0.01 par value, 5,000 shares authorized, none issued
or outstanding -- --
Common stock, $0.01 par value, 300,000 shares authorized, 69,826
and 69,832 shares issued and outstanding at June 30, 2002 and
September 30, 2002, respectively 698 698
Additional paid-in capital 485,759 485,775
Accumulated deficit (604,921) (604,190)
Accumulated other comprehensive income 3,135 3,135
--------- ---------
Total stockholders' deficiency (115,329) (114,582)
--------- ---------
Total liabilities and stockholders' deficiency $ 241,863 $ 224,261
========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
Page 3
INFOGRAMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2001 2002
------------- --------------
Net revenues $78,527 $109,367
Cost of goods sold 37,733 53,895
------- --------
Gross profit 40,794 55,472
Selling and distribution expenses 13,056 19,599
General and administrative expenses 8,536 8,217
Research and development 14,712 22,085
Depreciation and amortization 1,097 2,075
------- --------
Operating income 3,393 3,496
Interest expense, net 2,887 3,252
Other income 50 494
------- --------
Income before provision for income taxes 556 738
Provision for income taxes 4 7
------- --------
Net income $ 552 $ 731
======= ========
Basic and diluted net income per share $ 0.01 $ 0.01
======= ========
Basic weighted average shares outstanding 69,524 69,826
======= ========
Diluted weighted average shares outstanding 70,007 69,952
======= ========
Net income $ 552 $ 731
Other comprehensive income:
Foreign currency translation adjustments (178) --
Unrealized loss on securities (217) --
------- --------
Comprehensive income $ 157 $ 731
======= ========
The accompanying notes are an integral part of these
consolidated financial statements.
Page 4
INFOGRAMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2001 2002
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 552 $ 731
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 1,097 2,075
Amortization of discount on debt 718 718
Write-off of property and equipment -- 1
Accrued interest 2,042 2,225
Amortization of deferred financing fees 239 239
Changes in operating assets and liabilities:
Receivables, net (19,672) 40,247
Inventories, net (5,758) (8,759)
Due to / from related parties, net 1,067 (7,732)
Prepaid expenses and other current assets (4,782) 191
Accounts payable 3,564 3,878
Accrued liabilities (3,813) 646
Royalties payable (3,306) 5,887
Income taxes receivable 2 --
Deferred income -- 746
Other long-term liabilities (89) (18)
Other assets (1,141) (2,060)
-------- ---------
Net cash (used in) provided by operating activities (29,280) 39,015
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,790) (1,687)
-------- --------
Net cash used in investing activities (1,790) (1,687)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (repayments) under related party credit
facility, net 37,000 (16,040)
Borrowings from related party debt -- 8,897
Repayments under short-term promissory notes -- (8,833)
Repayments of revolving credit facility -- (15,000)
Proceeds from exercise of stock options 2 16
-------- --------
Net cash provided by (used in) financing activities 37,002 (30,960)
Effect of exchange rates on cash and cash equivalents 131 1
-------- --------
Net increase in cash and cash equivalents 6,063 6,369
Cash and cash equivalents--beginning of period 5,378 6,029
-------- --------
Cash and cash equivalents--end of period $ 11,441 $ 12,398
======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
Page 5
INFOGRAMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(IN THOUSANDS)
ACCUMULATED
COMMON ADDITIONAL OTHER TREASURY
STOCK COMMON PAID-IN ACCUMULATED COMPREHENSIVE TREASURY SHARES
SHARES STOCK CAPITAL DEFICIT INCOME SHARES AT COST TOTAL
------ ------ ---------- ----------- ------------- -------- --------- ---------
BALANCE, JULY 1, 2001 69,759 $698 $486,306 $(593,991) $2,803 235 $(2,352) $(106,536)
Issuance of common stock pursuant to
employee stock purchase plan 30 -- 204 -- -- -- -- 204
Sales of treasury shares in lieu of
partial royalty payment -- -- (1,497) -- -- (235) 2,352 855
Exercise of stock options 5 -- 32 -- -- -- -- 32
Net loss -- -- -- (10,930) -- -- -- (10,930)
Currency translation adjustment -- -- -- -- 777 -- -- 777
Unrealized loss on securities -- -- -- -- (57) -- -- (57)
Reclassification adjustment for
realized gains included in net loss -- -- -- -- (388) -- -- (388)
Assumption of stock options pursuant
to the acquisition of Shiny
Entertainment, Inc. -- -- 672 -- -- -- -- 672
Conversion of warrants under cash
- less exercise option 21 -- 1 -- -- -- -- 1
Issuance of common stock in lieu of
partial royalty payment 11 -- 41 -- -- -- -- 41
------ ---- -------- --------- ------ ---- ------- ---------
BALANCE, JUNE 30, 2002 69,826 698 485,759 (604,921) 3,135 -- -- (115,329)
Exercise of stock options 6 -- 16 -- -- -- -- 16
Net income -- -- -- 731 -- -- -- 731
------ ---- -------- --------- ------ ---- ------- ---------
BALANCE, SEPTEMBER 30, 2002 69,832 $698 $485,775 $(604,190) $3,135 -- -- $(114,582)
====== ==== ======== ========= ====== ==== ======= =========
The accompanying notes are an integral part of these
consolidated financial statements.
Page 6
INFOGRAMES, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Infogrames, Inc., a Delaware corporation (the "Company"), is a leading
worldwide developer, publisher and distributor of interactive entertainment
software for use on various platforms, including PCs, Sony PlayStation and
PlayStation2, Microsoft's Xbox and Nintendo's GameCube and Gameboy. The Company
derives its revenues primarily from the sale of its created, published, licensed
and purchased products to mass merchants, specialty software stores, computer
superstores and distributors located throughout North America and also in
various international locations. Infogrames Entertainment SA, a French
corporation ("Infogrames SA"), owns approximately 89% of the Company. The
Company relies on financial and operational support from Infogrames SA (Note 5).
The Company believes that it is Infogrames SA's present intention to continue
such support as Infogrames SA deems necessary to fund operations throughout the
fiscal year.
Basis of Presentation
The accompanying interim consolidated financial statements of the Company
are unaudited, but in the opinion of management, reflect all adjustments,
consisting of normal recurring accruals, necessary for a fair presentation of
the results for the interim period in accordance with instructions for Form
10-Q. Accordingly, they do not include all information and notes required by
generally accepted accounting principles for complete financial statements.
These interim consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended June 30, 2002. The
information for June 30, 2002 was derived from audited financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All intercompany transactions and balances
have been eliminated.
Revenue Recognition
Revenue is recognized when title and risk of loss transfers to the
customer, provided that collection of the resulting receivable is deemed
probable by management.
The Company is not contractually obligated to accept returns except for
defective product. However, the Company may permit its customers to return or
exchange product and may provide pricing allowances for estimated returns, price
concessions, or other allowances on a negotiated basis. We estimate such returns
and allowances based upon management's evaluation of our historical experience,
retailer inventory levels, the nature of the titles and other factors. Such
estimates are deducted from gross sales and provided for at the time revenue is
recognized.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could materially differ
from those estimates.
Goodwill and Other Intangible Assets
On June 30, 2001, Statement of Financial Accounting Standards (SFAS) No.
142, "Goodwill and Other Intangible Assets" was issued. SFAS No. 142 eliminates
goodwill amortization over its estimated useful life.
Page 7
However, goodwill is subject to at least an annual assessment for impairment by
applying a fair-value based test. Additionally, acquired intangible assets are
separately recognized if the benefit of the intangible asset is obtained through
contractual or other legal rights, or if the intangible asset can be sold,
transferred, licensed, rented or exchanged, regardless of the Company's intent
to do so. Intangible assets with definitive lives are amortized over their
useful lives. The Company adopted SFAS No. 142 effective July 1, 2001. Such
adoption did not result in an impairment of goodwill, based on an assessment of
fair value performed by an independent appraisal company; however, future
changes in the facts and circumstances relating to the Company's goodwill and
other intangible assets could result in an impairment of intangible assets in
subsequent periods.
Fair Values of Financial Instruments
SFAS No. 107, "Disclosure About Fair Value of Financial Instruments",
requires certain disclosures regarding the fair value of financial instruments.
Cash and cash equivalents, accounts receivable, accounts payable, accrued
liabilities, royalties payable, revolving credit facility, related party credit
facility and amounts due to and from related parties are reflected in the
consolidated financial statements at fair value because of the short-term
maturity of these instruments. Management believes the fair value of short-term
promissory notes and related party debt closely approximates its carrying value
based on current market interest rates and the incremental borrowing rate of the
Company. The Company uses quoted market prices to calculate these fair values,
when available.
Long-Lived Assets
The Company reviews long-lived assets, such as fixed assets and certain
identifiable intangibles to be held, for impairment annually or whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be fully recoverable. If the estimated fair market value of the asset is
less than the carrying amount of the asset plus the cost to dispose, an
impairment loss is recognized as the amount by which the carrying amount of the
asset plus the cost to dispose exceeds its fair value, as defined in SFAS No.
144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of".
Research and Development Costs
Research and development costs related to the design, development and
testing of new software products are charged to expense as incurred. Research
and development costs also include payments for royalty advances ("Milestone
Payments") to third-party developers for products that are currently in
development.
Rapid technological innovation, shelf-space competition, shorter product
life cycles and buyer selectivity have made it extremely difficult to determine
the likelihood of individual product acceptance and success. As a result, the
Company follows the policy of expensing Milestone Payments as incurred, treating
such costs as research and development expenses.
License Advances
Payments made to third parties for licensing intellectual property are
capitalized and amortized over projected unit sales. Management evaluates the
carrying value of these capitalized licenses and records any impairment in
value, if any, as research and development expense.
Reclassifications
Certain reclassifications have been made to the prior years' consolidated
financial statements to conform to classifications used in the current period.
Net Income Per Share
Basic income per share is computed by dividing net income by the weighted
average number of shares of common stock outstanding for the period. Diluted
income per share reflects the potential dilution that could occur from shares of
common stock issuable through stock-based compensation plans including stock
options, restricted stock awards, warrants and other convertible securities
using the treasury stock method. The convertible debt, warrants and all shares
issuable under stock-based compensation plans would be anti-dilutive and,
therefore, have not been considered in the diluted income per share calculation
for the three months ended September 30, 2001 and 2002.
Recent Accounting Pronouncements
Page 8
In August 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143
addresses financial accounting and reporting for obligations and costs
associated with the retirement of tangible long-lived assets. The Company is
required to implement SFAS No. 143 on January 1, 2003. Management believes that
the effect of implementing this pronouncement will not have a material impact on
the Company's financial condition or results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishment of Debt", and an amendment of that statement, SFAS No. 64,
"Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements". This
statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor
Carriers". This statement amends SFAS No. 13, "Accounting for Leases", to
eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. This
statement also amends other existing authoritative pronouncements to make
various technical corrections, clarify meanings or describe their applicability
under changed conditions. The provisions of this statement related to SFAS No.
13 and the technical corrections are effective for transactions which occur
after May 15, 2002. All other provisions of SFAS No. 145 shall be effective for
financial statements issued on or after May 15, 2002. There was no impact on
results of operations or financial condition related to adoption of this
pronouncement.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". SFAS No. 146 requires that a liability for
a cost associated with an exit or disposal activity be recognized when the
liability is incurred. This statement also established that fair value is the
objective for initial measurement of the liability. The provisions of SFAS No.
146 are effective for exit or disposal activities that are initiated after
December 31, 2002. The Company is currently evaluating the impact of SFAS No.
146 on its results of operations and financial position.
NOTE 2 - SHINY ACQUISITION
On April 30, 2002, the Company acquired all of the outstanding shares of
common stock of Shiny Entertainment, Inc. ("Shiny"), a videogame development
studio (the "Shiny Acquisition"). Total consideration, including acquisition
costs and assumption of employee stock options to purchase shares of common
stock of Shiny was approximately $50.8 million. The Shiny Acquisition was
accounted for as a purchase. The purchase price was allocated to net assets
acquired, in-process research and development, other intangible assets and
goodwill. Accordingly, $7.4 million of in-process research and development was
expensed in the year ended June 30, 2002. Furthermore, $2.7 million of the
purchase price was allocated to other intangible assets and the balance was
allocated to goodwill. Other intangible assets are being amortized over four
years.
The purchase price paid by the Company for the shares of Shiny consisted of
(i) $31.0 million in cash at closing, (ii) the issuance of short-term promissory
notes for an aggregate principal face amount of $16.2 million payable by the
Company in installments through July 31, 2002, (iii) $2.0 million paid to third
party licensors, (iv) assumption of employee stock options granted to purchase
shares of Shiny valued at $0.7 million and (v) approximately $1.0 million in
professional and legal costs associated with the Shiny Acquisition. The Company
financed the purchase with borrowings from Infogrames SA, under a medium-term
loan, which guaranteed repayments of the short-term promissory notes. Repayment
of the medium-term loan will be due in installments commencing no later than
December 31, 2003 and ending by June 30, 2004 (Note 5).
PROFORMA RESULTS OF OPERATIONS
The following unaudited consolidated pro-forma results of operations of the
Company for the three months ended September 30, 2001 give the effect of the
Shiny Acquisition as if it had occurred on July 1, 2001 (in thousands, except
per share data):
Three months ended
September 30, 2001
------------------
(unaudited)
Net revenues $ 78,527
Operating income $ 2,233
Net loss $ (1,582)
Basic and diluted net loss per share $ (0.02)
NOTE 3 - INVENTORIES, NET
Inventories consist of the following (in thousands):
Page 9
JUNE 30, SEPTEMBER 30,
2002 2002
---- ----
Finished goods $ 43,622 $ 50,785
Return inventory 7,901 8,618
Raw materials 1,407 1,364
--------- ---------
52,930 60,767
Less: Obsolescence reserve (7,695) (6,759)
--------- ---------
$ 45,235 $ 54,008
--------- ---------
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
During the three months ended September 30, 2002, no significant claims
were asserted against or by the Company that in management's opinion the likely
resolution of which would have a material adverse affect on the Company's
liquidity, financial condition or results of operations, although the Company is
involved in various claims and legal actions arising in the ordinary course of
business. The following litigation matters are still pending, however, and the
Company continues to believe that the underlying complaints are without merit
and intends to defend itself vigorously against these actions.
The Company's management believes that the ultimate resolution of any of
the complaints summarized below and/or any other claims which are not stated
herein will not have a material adverse effect on the Company's liquidity,
financial condition or results of operations.
James
On April 12, 1999, an action was commenced by the administrators for three
children who were murdered on December 1, 1997 by Michael Carneal at the Heath
High School in McCracken County, Kentucky. The action was brought against 25
defendants, including the Company and other corporations in the videogame
business, companies that produced or distributed the movie The Basketball
Diaries, and companies that provide allegedly obscene internet content. The
complaint alleges, with respect to the Company and other corporations in the
videogame business, that Carneal was influenced by the allegedly violent content
of certain videogames and that the videogame manufacturers are liable for
Carneal's conduct. The complaint seeks $10.0 million in compensatory damages and
$100.0 million in punitive damages. The Company and approximately 10 other
corporations in the videogame business have entered into a joint defense
agreement and have retained counsel. By order entered April 6, 2000, the Court
granted a motion to dismiss the complaint. Plaintiffs have filed a motion to
vacate the dismissal of the action. On June 16, 2000, the Court denied the
motion to vacate. On June 28, 2000, plaintiffs appealed the dismissal of the
action to the Court of Appeals for the Sixth Circuit. Plaintiffs' and
defendants' final appellate briefs were submitted on November 30, 2000, and oral
argument was heard on November 28, 2001. On August 13, 2002 the Sixth Circuit
issued a complete affirmance of the dismissal of the action.
Sanders
On April 19, 2001, a putative class action was commenced by the family of
William David Sanders, a teacher murdered on April 2, 1999 in a shooting rampage
committed by Eric Harris and Dyland Klebold at the Columbine High School in
Jefferson County, Colorado. The action was brought against 25 defendants,
including the Company and other corporations in the videogame business,
companies that produced or distributed the movie The Basketball Diaries, and
companies that provide allegedly obscene internet content. The complaint
alleges, with respect to the Company and other corporations in the videogame
business, that Harris and Klebold were influenced by the allegedly violent
content of certain videogames and that the videogame manufacturers are liable
for Harris' and Klebold's conduct. The complaint seeks a minimum $15,000 for
each plaintiff and up to $15.0 million in compensatory damages for certain
plaintiffs and $5.0 billion in punitive damages, injunctive relief in the form
of a court established "monitoring system" requiring video game companies to
comply with rules and standards set by the court for marketing violent games to
children. On June 6, 2001 the Company waived service of a summons, and on July
9, 2001 the Company filed a motion to dismiss. Plaintiffs filed papers opposing
the Company's motion to dismiss and on September 14, 2001 the Company filed its
reply brief.
Page 10
On March 4, 2002 the Court granted our motion to dismiss and on March 29, 2002
denied plaintiffs' motion for reconsideration. On April 5, 2002 plaintiffs filed
a notice of appeal to the Court of Appeals for the Tenth Circuit.
KBK
On September 16, 2002, Knight Bridging Korea Co., Ltd. ("KBK"), a
distributor of electronic games via the Internet and local area networks, filed
a lawsuit against Gamesonline.com, Inc. ("Gamesonline"), a subsidiary of
Interplay Entertainment Corp., and the Company in Superior Court of California,
Orange County. KBK alleges that on or about December 15, 2001, KBK entered into
a contract with Gamesonline to obtain the right to localize and distribute
electronically in Korea, Neverwinter Nights and certain back list games. The
complaint further alleges that Gamesonline and the Company conspired to prevent
KBK from entering the market with Neverwinter Nights or any back title of
Gamesonline. The complaint alleges the following causes of action against the
Company: misappropriation of trade secrets under the California Uniform Trade
Secrets Act; common law misappropriation; intentional interference with
contract; negligent interference with contract; intentional interference with
prospective economic advantage; negligent interference with prospective economic
advantage; and violation of Business & Professions Code Section 17200 et seq.
The complaint seeks $98.8 million for each of these causes of action. On
November 6, 2002, the plaintiff agreed in principal to dismiss the Company
without prejudice and to subsequently name Infogrames Interactive, Inc., a
related party, as a defendant.
NOTE 5 - DEBT
The Company has a $75.0 million Credit Agreement with Infogrames SA which
bears interest at LIBOR plus 2.5%. On September 30, 2002 the maturity date was
extended to December 31, 2002 and Infogrames SA agreed that prior to July 1,
2003, it will not demand repayment of any amount outstanding as of September 30,
2002, except under certain conditions and in each case only to the extent that
the repayment is permitted under any new credit facility and the amount
remaining available from that credit facility is sufficient to fund the
Company's working capital needs. Conditions under which Infogrames SA may demand
repayment include the disposition of material assets of the Company, the
successful completion of additional financings, the receipt of non-budgeted
revenues and a significant improvement in the financial condition of the
Company. The outstanding borrowings, as of September 30, 2002, under the Credit
Agreement were approximately $45.4 million. As of September 30, 2002, accrued
interest and fees were approximately $1.2 million and included in current
amounts due to related parties. As of September 30, 2002, there are $14.9
million of letters of credit outstanding secured by the Credit Agreement. The
entire outstanding balance of $45.4 million at September 30, 2002 is included in
current liabilities as management is unable to determine the extent to which
principal repayments, if any, will be made prior to October 1, 2003.
In connection with the INA Merger, the Company assumed a $35.0 million
revolving credit facility with BNP Paribus, which was to mature on September 17,
2001. On September 14, 2001, the facility was extended to November 30, 2001. On
November 30, 2001, the facility was extended to May 31, 2002, with an amendment
reducing the amount available in the facility by $5.0 million a month beginning
February 1, 2002 and maturing August 31, 2002. The amended facility bears
interest at a rate equal to the lender's cost of funds plus 1.5% on domestic
term loans and at LIBOR plus 1.5% on Eurodollar term loans, payable at maturity.
The Company had approximately $15.0 million outstanding under this facility at
June 30, 2002 and paid the balance of principal and interest in full on August
30, 2002.
In connection with the Shiny Acquisition, the Company obtained a $50.0
million medium-term loan from Infogrames SA on April 22, 2002 which matures on
June 30, 2004. The facility interest is based on the three month LIBOR rate plus
2.75% and payable on a quarterly basis, in arrears. An unused commitment fee of
0.50% per annum is based on the aggregate amount of the facility less
outstanding loans. The facility will be repaid as follows: $10.0 million three
months after the first shipment of the game based on the Matrix Reloaded movie
and no later than December 31, 2003; $10.0 million on December 31, 2003; $20.0
million on March 31, 2004; and $10.0 million on June 30, 2004. The facility will
be prepaid and reduced in aggregate amounts equal to (1) 95% of the net cash
proceeds of any sale or disposition of any assets of the Company exceeding $2.5
million, (2) 95% of the cumulative net proceeds from equity issuances by the
Company provided that the Company may retain 5% of such proceeds, and (3) 95% of
the net proceeds from any new debt issuance by the Company. As of September 30,
2002, the outstanding borrowings under the medium-term loan were approximately
$48.3 million, of which $10.0 million is current. Additionally, accrued interest
was approximately $0.7 million and is included in current amounts due to related
parties.
Page 11
In conjunction with the Shiny Acquisition, the Company issued various
short-term promissory notes to pre-existing creditors of Shiny for an aggregate
amount of $16.2 million payable by the Company in installments due July 31,
2002. As of July 31, 2002, all principal and interest related to the short-term
promissory notes have been paid in full with borrowings from the medium-term
loan from Infogrames SA.
In conjunction with the 1999 purchase of the Company by Infogrames SA, the
Company issued to GAP the GAP 0% Notes in exchange for 600,000 shares of Series
A Preferred Stock and $20.0 million of subordinated notes of the Company. The
GAP 0% Notes are convertible into the Company's common stock at $20.00 per
share. Interest on the GAP 0% Notes are being accreted at the rate of 7% and
will have a redemption value of $50.0 million at maturity, which is December 16,
2004. On December 28, 2001, Infogrames SA assumed the GAP 0% Notes from GAP in
exchange for Infogrames SA shares of common stock. Infogrames SA has not changed
any of the terms of the former GAP 0% Notes (renamed the "Infogrames SA 0%
subordinate convertible note") as they relate to the Company.
Long-term related party debt consists of the following at September 30, 2002 (in
thousands):
Infogrames SA 0% subordinated convertible note, due December 16, 2004 $ 43,542
Infogrames SA medium-term loan, net of $10,000 current portion 38,277
5% subordinated convertible note with a subsidiary
of Infogrames SA, due December 16, 2004 69,608
--------
$151,427
========
NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION
THREE MONTHS ENDED
SEPTEMBER 30,
------------------
2001 2002
------ -------
Cash paid for interest $ 580 $ 1,944
NOTE 7 - OPERATIONS BY REPORTABLE SEGMENTS
The Company has three reportable segments: publishing, distribution and
corporate. Publishing is comprised of three studios located in Santa Monica,
California; Beverly, Massachusetts; and Minneapolis, Minnesota. Distribution
Page 12
constitutes the sale of other publishers' titles to various mass merchants and
other retailers. Corporate includes the costs of senior executive management,
legal, finance, and administration. The majority of depreciation expense for
fixed assets is charged to the Corporate segment and a portion thereof is
recorded to the publishing segment. This amount consists of depreciation on
computers and office furniture at the publishing unit offices. Historically, the
Company does not separately track or maintain records, other than fixed asset
records, which identify assets by segment and, accordingly, such information is
not available.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates
performance based on operating results of these segments.
The Company's reportable segments are strategic business units with
different associated costs and profit margins. They are managed separately
because each business unit requires different planning, merchandising and
marketing strategies.
The following unaudited summary represents the consolidated net revenues
and operating income (loss) by reportable segment for the three months ended
September 30, 2001 and 2002 (in thousands):
PUBLISHING DISTRIBUTION CORPORATE TOTAL
---------- ------------ --------- -----
Three months ended September 30, 2001:
Net revenues 59,286 19,241 -- 78,527
Operating income (loss) 6,881 2,855 (6,343) 3,393
Three months ended September 30, 2002:
Net revenues $ 83,640 $ 25,727 $ -- $ 109,367
Operating income (loss) 3,464 5,766 (5,734) 3,496
NOTE 8 - SUBSEQUENT EVENTS
Senior Credit Facility
On November 12, 2002, the Company obtained a 30-month $50.0 million secured
revolving credit facility ("Senior Credit Facility") with General Electric
Capital Corporation ("GECC") to fund the Company's working capital needs. Loans
under the Senior Credit Facility will be based on a borrowing base comprised of
the value of the Company's accounts receivable and short term marketable
securities. The Senior Credit Facility bears interest at prime plus 1.5% for
daily borrowings or LIBOR plus 3% for borrowings with a maturity of 30 days or
greater. A commitment fee of 0.5% on the average unused portion of the facility
is payable monthly and the Company paid $0.6 million as an initial commitment
fee at closing. The Senior Credit Facility contains certain financial covenants
and names certain related entities, such as Infogrames Interactive, Inc.,
Paradigm Entertainment, Inc., and Atari Interactive, Inc. and the Company's
subsidiary, Shiny Entertainment, Inc., as guarantors. The Senior Credit Facility
contains restrictions on the repayment of principal owed on all credit
facilities and related party debt outstanding with Infogrames SA. The terms on
all Infogrames SA credit facilities and related party debt have been extended
until May 2005.
NASDAQ Letter
The Company received a notice from NASDAQ dated October 17, 2002, stating
that the Company's common stock had not maintained a minimum bid price per share
of $3.00 for 30 consecutive trading days, as required to maintain listing on the
NASDAQ National Market. If the bid price for the Company's common stock closes
at $3.00 or more per share for 10 consecutive trading days at any time before
January 15, 2003, the common stock may continue to be listed on the NASDAQ
National Market. If the Company is unable to maintain such listing, it intends
to apply for listing on the NASDAQ SmallCap Market, or the common stock may be
traded in the over-the-counter market or other similar markets. The Company
believes that the current valuation of its stock does not adequately reflect its
financial performance nor the strength of its product lineup but instead is a
result of general softness in the sector and in the financial markets on the
whole.
Page 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This document includes statements that may constitute forward-looking
statements made pursuant to the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. The Company would like to caution readers
regarding certain forward-looking statements in this document and in all of its
communications to shareholders and others, press releases, securities filings,
and all other documents and communications. Statements that are based on
management's projections, estimates and assumptions are forward-looking
statements. The words "believe", "expect", "anticipate", "intend", "will",
"should", "may" and similar expressions generally identify forward-looking
statements. While the Company believes in the veracity of all statements made
herein, forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the Company, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies and known and unknown risks. Many of the
uncertainties and contingencies can affect events and the Company's actual
results and could cause its actual results to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, the
Company. Some of the factors that could cause actual results or future events to
differ materially or otherwise include the Company's level of dependence on the
financial support of its parent, Infogrames SA, Infogrames SA's ability to
continue to support the Company, an inability to find suitable acquisition
candidates or equity or debt financing on terms commercially reasonable to the
Company, pricing of and demand for distributed products, inability to collect
outstanding accounts and notes receivable when due or within a reasonable period
of time thereafter, the actions of competitors with greater financial resources,
economic and market factors, and other factors. Please see the "Risk Factors" in
the Company's annual report on From 10-K for the year ended June 30, 2002 with
the Securities and Exchange Commission for a description of some, but not all,
risks, uncertainties and contingencies. Except as otherwise required by the
applicable securities laws, the Company disclaims any intention or obligation
publicly to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
The Company develops, publishes, and distributes interactive games for
leisure entertainment, gaming enthusiasts and children's markets for a variety
of platforms. The Company employs a portfolio approach to achieve a broad base
of published products across most major consumer software categories. Since it
began operations in February 1993, the Company has experienced rapid growth and
its product and customer mix has changed substantially.
Publishing and distribution of interactive entertainment software are the
two major activities of the Company. Publishing is conducted through the
Company's three main studios: Santa Monica, California (sports/racing and
action/adventure games); Beverly, Massachusetts (kids/family games, racing, and
strategy); and Minneapolis, Minnesota (action/adventure games). Because each of
these product categories has different associated costs, the Company's margins
have depended, and will depend, in part, on the percentage of net revenues
attributable to each category. In addition, a particular product's margin may
depend on whether it has been internally or externally developed and on the
platform published. Furthermore, the Company's margins may vary significantly
from quarter to quarter depending on the timing of its new published product
releases. Distribution activities primarily include the sale of games produced
by software publishers which are unrelated to the Company ("Third-Party
Products"). To the extent that mass-merchants require greater proportions of
these products, some of which may yield lower margins, the Company's operating
results may be negatively impacted.
The worldwide interactive entertainment software market is comprised
primarily of software for personal computers (PCs) and dedicated game consoles,
and the Company develops and publishes games for all of these platforms. During
the three months ended September 30, 2002, the Company's product mix consisted
of 51% PC games, 20% Sony PlayStation2 games, 12% Nintendo Game Boy Advance
games, 12% Microsoft Xbox games, 4% Sony PlayStation games, and approximately 1%
games for other platforms, including SEGA Dreamcast. The Company believes that
maintaining a healthy mix of platform distribution in its product line-up is
vital for its continued growth. According to International Development Group
("IDG"), legacy platforms such as the multimedia home PC will have a projected
installed base of nearly 71 million in North America by the end of 2002; that
base is projected to increase to more than 86 million by 2005. IDG also projects
that PlayStation, currently the most widely distributed gaming console will have
an installed base of nearly 31 million in North America by the end of 2002.
While PlayStation's growth may slow, growth of the installed base for
PlayStation2, introduced in North America in 2000, is projected to grow to over
39 million in 2005. IDG projects that the Xbox will have a North American
installed base over 21 million by 2005, while the Game Cube is projected to have
a North American installed base of nearly 20 million in the same time period.
Additionally, the Game Boy Advance is expected to have an installed base of
nearly 31 million by 2005, as compared to an estimated 12 million in 2002. The
expansion of the gaming market, both organic and through the addition of new
consoles, opens additional opportunities for the Company's product while
increasing the competition for market share and shelf space.
Page 14
There has been an increased rate of change and complexity in the
technological innovations affecting the Company's products, coupled with
increased competitiveness for shelf space and buyer selectivity. The market for
interactive games has become increasingly hit-driven, which has led to higher
production budgets, more complex development processes, longer development
cycles and generally shorter product life cycles. The importance of the timely
release of hit titles, as well as the increased scope and complexity of the
product development and production process, have increased the need for
disciplined product development processes that limit cost and schedule overruns.
This in turn has increased the importance of leveraging the technologies,
characters or storylines of such hit titles into additional interactive
entertainment software products in order to spread development costs among
multiple products. In this environment, the Company is determined to achieve
balances between internal/external development and licensed product/owned
franchises.
The distribution channels for interactive software have changed
significantly in recent years. Traditionally, consumer software was sold through
specialty stores. Today, consumer software is sold through mass-merchants such
as Wal-Mart and Target, as well as major retailers, including Best Buy, CompUSA,
Toys 'R' Us and Gamestop, and specialty stores such as Electronics Boutique, as
well as through a myriad of Internet and on-line networks.
CRITICAL ACCOUNTING POLICIES
The Company's discussion and analysis of financial condition and results of
operation are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, the Company evaluates its
estimates, including those related to accounts and notes receivable,
inventories, intangible assets, investments, income taxes and contingencies. The
Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.
The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements.
Sales returns, price protection, and other customer related allowances
Sales are recorded net of expected future returns, price protection and
other customer related allowances. The Company is not contractually obligated to
accept returns; however, based on facts and circumstances at the time a customer
may request approval for a return, the Company may permit the exchange of
products sold to certain customers. In addition, the Company may provide price
protection, co-operative advertising and other allowances to certain customers
in accordance with industry practice. These reserves are determined based on
historical experience, budgeted customer allowances and existing commitments to
customers. Although management believes it provides adequate reserves with
respect to these items, actual activity could vary from management's estimates
and such variances could have a material impact on reported results.
Allowance for doubtful accounts
The Company maintains allowances for doubtful accounts and notes
receivable for estimated losses resulting from the inability of its customers to
make payments when due or within a reasonable period of time thereafter. If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make required payments, additional allowances
may be required.
Inventories
The Company writes down its inventories for estimated obsolete or
slow-moving inventories equal to the difference between the cost of inventories
and estimated market value based upon assumed market conditions. If actual
market conditions are less favorable than those assumed by management,
additional inventory write-downs may be required.
Page 15
Developer royalty advances and milestone payments
Rapid technological innovation, shelf-space competition, shorter product
life cycles and buyer selectivity have made it extremely difficult to determine
the likelihood of individual product acceptance and success. As a result, the
Company follows the policy of expensing developer royalty advances (also known
as developer advances) as incurred, treating such costs as research and
development expenses. Generally, developers are paid an advance upon the signing
of a contract with the Company. Subsequent payments are due as the specific
contractual milestones are met by the developer and approved by the Company. The
timing of when these contracts are entered into and when milestone payments are
made could vary significantly from budgeted amounts and, because these payments
are expensed as incurred, they could have a material impact on reported results
in a given period. The Company's success depends in part on its continued
ability to obtain or renew product development agreements with independent
software developers.
Income taxes
The Company files income tax returns in every jurisdiction in which it has
reason to believe it is subject to tax. Historically, the Company has been
subject to examination by various taxing jurisdictions. To date, none of these
examinations has resulted in any material additional tax. Nonetheless, any tax
jurisdiction may contend that a filing position claimed by the Company regarding
one or more of its transactions is contrary to that jurisdiction's laws or
regulations.
Page 16
RESULTS OF OPERATIONS
The following table sets forth certain consolidated statements of
operations data as a percentage of net revenues for the periods indicated:
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2001 2002
-------------- ---------------
Net revenues 100.0% 100.0%
Cost of goods sold 48.1 49.3
---- ----
Gross profit 51.9 50.7
Selling and distribution expenses 16.6 17.9
General and administrative expenses 10.9 7.5
Research and development 18.7 20.2
Depreciation and amortization 1.4 1.9
--- ---
Operating income 4.3 3.2
Interest expense, net 3.7 3.0
Other income 0.1 0.5
--- ---
Income before provision for income taxes 0.7 0.7
Provision for income taxes 0.0 0.0
--- ---
Net income 0.7 0.7
=== ===
THREE MONTHS ENDED SEPTEMBER 30, 2002 VERSUS THE THREE MONTHS ENDED
SEPTEMBER 30, 2001
Net revenues for the three months ended September 30, 2002 increased
approximately $30.9 million, or 39.4%, to $109.4 million from $78.5 million, as
compared to the 2001 period. This increase is attributable to the Company's
growth in both the publishing and distribution businesses.
Total publishing revenue increased 41.1% to $83.7 million for the three
months ended September 30, 2002 from $59.3 million in the comparable 2001
period. This increase is due to the success of major new releases and the
continued success of prior releases from last quarter of fiscal year 2002. Major
new releases in the three months ended September 30, 2002 included Superman:
Shadow of Apokolips for PlayStation2, The Terminator: Dawn of Fate for
PlayStation2 and Xbox, and Unreal Tournament 2K3 for the PC. Comparatively,
major new releases for the three months ended September 30, 2001 included
Monopoly Tycoon for the PC, Deerhunter 5 for the PC and NSYNC Hot Line for the
PC. Sales from major new releases during 2002 increased approximately $9.2
million to $17.8 million in the three months ended September 30, 2002 from $8.6
million in 2001. Furthermore, the Company recorded approximately $22.4 million
in revenues for the three months ended September 30, 2002 from the continued
success of prior releases from the last quarter of fiscal year 2002, an increase
of approximately $15.4 million as compared to same comparative period in 2001.
Products such as Stuntman and Splashdown for Playstation2, Never Winter Nights
for the PC, Dragon Ball Z: Legacy of Goku for Gameboy Advance and Test Drive
2001 for Playstation2 and Xbox accounted for this success. During the three
months ended September 30, 2001 the Company had recorded approximately $7.0
million in revenues related to major products released the quarter prior. In the
same period, total distribution net revenues increased 33.9% to $25.7 million
from $19.2 million as the Company expanded its relationships with third party
vendors.
Gross profit increased to $55.5 million for the three months ended
September 30, 2002 from $40.8 million in the comparable 2001 period. This
increase is primarily due to increased sales volume. Gross profit is also
impacted by the percentage of sales of PC product as compared to the percentage
of sales of console product and by the percentage of royalty earned from foreign
sales. The Company's margins on sales of PC product are higher than those on
console software (currently, PlayStation2, PlayStation, Xbox, Game Boy Color,
Game Boy Advance and Dreamcast) as a result of significantly lower PC software
product costs. Gross profit as a percentage of net revenues decreased to 50.7%
during the three months ended September 30, 2002 from 51.9% in the comparable
2001 period. During the three months ended September 30, 2002, 49% of sales were
from lower margin console games compared to 28% of sales from console product in
the prior year.
Selling and distribution expenses primarily include shipping expenses,
personnel expenses, advertising and promotion expenses and distribution costs.
During the three months ended September 30, 2002, these expenses increased
approximately $6.5 million, or 49.6%, to $19.6 million from $13.1 million in the
comparable 2001 period. The increase in selling and distribution expenses
resulted primarily from variable selling expenses due to the increase in sales
for the three months ended September 30, 2002 over the comparable 2001 period.
Advertising expenditures more
Page 17
than doubled to approximately $9.8 million during the three months ended
September 30, 2002 as compared to $4.4 million in the comparable 2001 period,
due to the increase in new promotable product releases in the current period.
Distribution expenses increased 25.0% to approximately $5.0 million during the
twelve months ended June 30, 2002 as compared to $4.0 million in the comparable
2001 period due to the increase in net revenues.
General and administrative expenses primarily include personnel expenses,
facilities costs, professional expenses and other overhead charges. These
expenses in the three months ended September 30, 2002 decreased approximately
$0.3 million, or 3.5%, to $8.2 million from $8.5 million in the comparable 2001
period. General and administrative expenses as a percentage of net revenues
decreased to 7.5% for the three months ended September 30, 2002 from 10.9% in
the comparable 2001 period. This decrease is primarily due to Company efforts to
streamline internal functions and reduce costs using internal resources as
efficiently as possible. Salaries and related costs increased $1.3 million or
46.4% to $4.1 million for the three months ended September 30, 2002 as compared
to $2.8 million in the comparable 2001 period. This increase was offset by a
$1.2 million decrease in overhead, such as rent and facilities costs, to $2.0
million from $3.2 million for the three months ended September 30, 2002 and
2001, respectively. Additionally, consulting costs decreased $0.6 million, to
$0.3 million from $0.9 million for the three months ended September 30, 2002 and
2001, respectively.
Research and development expenses primarily include the payment of royalty
advances to third-party developers on products in development and direct costs
of internally developing and producing a title. These expenses for the three
months ended September 30, 2002 increased approximately $7.4 million, or 50.3%,
to $22.1 million from $14.7 million in the comparable 2001 period. Research and
development expenses, as a percentage of net revenues, increased to 20.2% for
the three months ended September 30, 2002 from 18.7% in the comparable 2001
period. The increase in research and development expenses for the three months
ended September 30, 2002 is primarily due to the Company's external developers
achieving more milestones in the development process during the 2002 period. Use
of the Company's internal development studios, which include Humongous, Legend,
Reflections and Shiny, also increased to approximately $10.3 million for the
three months ended September 30, 2002 from $6.6 million in the comparable 2001
period. The majority of this increase is due to the recent acquisition of Shiny
which incurred research and development expense of $3.1 million in the three
months ended September 30, 2002. In relation to total research and development
expenses, the internal costs represented 46.6% of the total research and
development costs for the three months ended September 30, 2002, while costs
were 44.8% of total research and development costs for the comparable period of
2001.
Depreciation and amortization for the three months ended September 30, 2002
increased approximately $1.0 million, or 90.9%, to $2.1 million from $1.1
million in the comparable 2001 period. The increase is primarily due to
depreciation incurred on purchases of equipment and capitalized projects held at
September 30, 2001 but not yet put into service or completed as of September 30,
2001. The commencement of the depreciation of the capitalized assets were
included in the three months ended September 30, 2002 and not in the comparative
2001 period. Additionally, $0.3 million in amortization expense from other
intangible assets recorded from the Shiny Acquisition is included in the three
months ended September 30, 2002 results.
Interest expense, net increased approximately $0.4 million for the three
months ended September 30, 2002 to $3.3 million from $2.9 million in the
comparable 2001 period. The increase in the three months ended September 30,
2002 was attributable to the increased borrowings under the medium-term
loan with Infogrames SA for the acquisition of Shiny, offset by the reduction of
borrowings during the period related to the revolving credit facility with BNP
Paribus.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $12.4 million at September 30, 2002 compared
to $6.0 million at June 30, 2002. As of September 30, 2002, the Company had a
working capital deficit of $51.5 million compared to $51.9 million at June 30,
2002.
During the three months ended September 30, 2002, $39.0 million was
provided by operating activities, mostly from the collection of receivables. The
Company utilized the cash provided from operations to reduce debt by
approximately $31.0 million and to fund investing activities of approximately
$1.7 million.
The Company's outstanding accounts receivable balance varies significantly
on a quarterly basis due to the seasonality of its business and the timing of
new product releases. There were no significant changes in the credit terms with
customers during the three month period.
Page 18
DEBT
The Company has a $75.0 million Credit Agreement with Infogrames SA which
bears interest at LIBOR plus 2.5%. On September 30, 2002 the maturity date was
extended to December 31, 2002 and Infogrames SA agreed that prior to July 1,
2003, it will not demand repayment of any amount outstanding as of September 30,
2002, except under certain conditions and in each case only to the extent that
the repayment is permitted under any new credit facility and the amount
remaining available from that credit facility is sufficient to fund the
Company's working capital needs. Conditions under which Infogrames SA may demand
repayment include the disposition of material assets of the Company, the
successful completion of additional financings, the receipt of non-budgeted
revenues and a significant improvement in the financial condition of the
Company. The outstanding borrowings, as of September 30, 2002, under the Credit
Agreement were approximately $45.4 million. As of September 30, 2002, accrued
interest and fees were approximately $1.2 million and included in current
amounts due to related parties. As of September 30, 2002, there are $14.9
million of letters of credit outstanding secured by the Credit Agreement. The
entire outstanding balance of $45.4 million at September 30, 2002 is included in
current liabilities as management is unable to determine the extent to which
principal repayments, if any, will be made prior to October 1, 2003.
In connection with the INA Merger, the Company assumed a $35.0 million
revolving credit facility with BNP Paribus, which was to mature on September 17,
2001. On September 14, 2001, the facility was extended to November 30, 2001. On
November 30, 2001, the facility was extended to May 31, 2002, with an amendment
reducing the amount available in the facility by $5.0 million a month beginning
February 1, 2002 and maturing August 31, 2002. The amended facility bears
interest at a rate equal to the lender's cost of funds plus 1.5% on domestic
term loans and at LIBOR plus 1.5% on Eurodollar term loans, payable at maturity.
The Company had approximately $15.0 million outstanding under this facility at
June 30, 2002 and paid the balance of principal and interest in full on August
30, 2002.
In connection with the Shiny acquisition, the Company obtained a $50.0
million medium-term loan from Infogrames SA on April 22, 2002 which matures on
June 30, 2004. The facility interest is based on the three month LIBOR rate plus
2.75% and payable on a quarterly basis, in arrears. An unused commitment fee of
0.50% per annum is based on the aggregate amount of the facility less
outstanding loans. The facility will be repaid as follows: $10.0 million three
months after the first shipment of the game based on the Matrix Reloaded movie
and no later than December 31, 2003; $10.0 million on December 31, 2003; $20.0
million on March 31, 2004; and $10.0 million on June 30, 2004. The facility will
be prepaid and reduced in aggregate amounts equal to (1) 95% of the net cash
proceeds of any sale or disposition of any assets of the Company exceeding $2.5
million, (2) 95% of the cumulative net proceeds from equity issuances by the
Company provided that the Company may retain 5% of such proceeds, and (3) 95% of
the net proceeds from any new debt issuance by the Company. As of September 30,
2002, the outstanding borrowings under the medium-term loan were approximately
$48.3 million, of which $10.0 million is current. Additionally, accrued interest
was approximately $0.7 million and is included in current amounts due to related
parties.
In conjunction with the Shiny Acquisition, the Company issued various
short-term promissory notes to pre-existing creditors of Shiny for an aggregate
amount of $16.2 million payable by the Company in installments due July 31,
2002. As of July 31, 2002, all principal and interest related to the short-term
promissory notes have been paid in full with borrowings from the medium-term
loan from Infogrames SA.
Page 19
In conjunction with the 1999 purchase of the Company by Infogrames SA, the
Company issued to GAP the GAP 0% Notes in exchange for 600,000 shares of Series
A Preferred Stock and $20.0 million of subordinated notes of the Company. The
GAP 0% Notes are convertible into the Company's common stock at $20.00 per
share. Interest on the GAP 0% Notes are being accreted at the rate of 7% and
will have a redemption value of $50.0 million at maturity, which is December 16,
2004. On December 28, 2001, Infogrames SA assumed the GAP 0% Notes from GAP in
exchange for Infogrames SA shares of common stock. Infogrames SA has not changed
any of the terms of the former GAP 0% Notes (renamed the "Infogrames SA 0%
subordinate convertible note") as they relate to the Company.
Long-term related party debt consists of the following at September 30, 2002 (in
thousands):
Infogrames SA 0% subordinated convertible note, due December 16, 2004 $ 43,542
Infogrames SA medium-term loan, net of $10,000 current portion 38,277
5% subordinated convertible note with a subsidiary
of Infogrames SA, due December 16, 2004 69,608
------------
$ 151,427
============
The Company believes that existing cash and cash equivalents, together with
cash expected to be generated from operations, cash available under the Senior
Credit Facility (Note 8) and the Credit Agreement, and the continued financial
support of Infogrames SA as deemed necessary will be sufficient to fund the
Company's operations and cash flows.
RECENT ACCOUNTING PRONOUNCEMENTS
In August 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143
addresses financial accounting and reporting for obligations and costs
associated with the retirement of tangible long-lived assets. The Company is
required to implement SFAS No. 143 on January 1, 2003. Management believes that
the effect of implementing this pronouncement will not have a material impact on
the Company's financial condition or results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishment of Debt", and an amendment of that statement, SFAS No. 64,
"Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements". This
statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor
Carriers". This statement amends SFAS No. 13, "Accounting for Leases", to
eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. This
statement also amends other existing authoritative pronouncements to make
various technical corrections, clarify meanings or describe their applicability
under changed conditions. The provisions of this statement related to SFAS No.
13 and the technical corrections are effective for transactions which occur
after May 15, 2002. All other provisions of SFAS No. 145 shall be effective for
financial statements issued on or after May 15, 2002. There was no impact on
results of operations or financial condition related to adoption of this
pronouncement.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". SFAS No. 146 requires that a liability for
a cost associated with an exit or disposal activity be recognized when the
liability is incurred. This statement also established that fair value is the
objective for initial measurement of the liability. The provisions of SFAS No.
146 are effective for exit or disposal activities that are initiated after
December 31, 2002. The Company is currently evaluating the impact of SFAS No.
146 on its results of operations and financial position.
Page 20
IMPACT OF INFLATION
General inflation in the economy has driven the operating expenses of many
businesses higher, and, accordingly, the Company has experienced increased
salaries and higher prices for supplies, goods and services. The Company
continuously seeks methods of reducing costs and streamlining operations while
maximizing efficiency through improved internal operating procedures and
controls. While the Company is subject to inflation as described above,
management believes that inflation currently does not have a material effect on
operating results, but there can be no assurance that this will continue to be
so in the future.
Page 21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's carrying value of cash, trade accounts receivable, accounts
payable, accrued liabilities, royalties payable and its existing lines of
credit are a reasonable approximation of their fair value.
Foreign Currency Exchange Rates
In recent years, the Company has restructured its foreign operations. As of
September 30, 2002, foreign operations represented 0.0% and 3.7% of consolidated
net revenues and total assets, respectively. The Company also recorded
approximately $2.0 million in operating losses related to foreign operations of
which approximately 94.4% related to a development studio located outside the
United States. Currently, substantially all of the Company's business is
conducted in the United States where its revenues and expenses are transacted in
U.S. dollars. As a result, the majority of the Company's results of operations
are not subject to foreign exchange rate fluctuations. The Company does not
hedge against foreign exchange rate fluctuations due to the limited financial
exposure it faces with respect to such risk. The Company purchases certain of
its inventories from foreign developers. The Company's business in this regard
is subject to certain risks, including, but not limited to, differing economic
conditions, changes in political climate, differing tax structures, other
regulations and restrictions and foreign exchange rate volatility. The Company's
future results could be materially and adversely impacted by changes in these or
other factors.
Interest Rates
The Company is exposed to market risk from changes in interest rates on its
related party credit facility and the medium-term loan. Outstanding balances
under these facilities (which aggregated approximately $93.7 million at
September 30, 2002) bear interest at variable rates based on a margin over
LIBOR. Based on the amount outstanding as of September 30, 2002, a 100 basis
point change in interest rates would result in an approximate $0.9 million
change to the Company's annual interest expense. For fixed rate debt including
the Infogrames SA 0% subordinated convertible notes (formerly the GAP 0% Notes)
and the 5% subordinated convertible note with a subsidiary of Infogrames SA
aggregating approximately $113.2 million at September 30, 2002, interest rate
changes effect the fair market value of such debt, but do not impact the
Company's earnings.
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the principal executive officers and principal financial
officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, we have concluded that the Company's disclosure controls
and procedures are effective in alerting the Company's management in a timely
manner to material information relating to the Company (including its
consolidated subsidiaries) required to be included in our periodic reports filed
with the Securities and Exchange Commission.
There have been no significant changes in our internal controls or in other
factors that could significantly affect those internal controls subsequent to
the date we carried out our last evaluation.
Page 22
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
LITIGATION
During the three months ended September 30, 2002, no significant claims
were asserted against or by the Company that in management's opinion the likely
resolution of which would have a material adverse affect on the Company's
liquidity, financial condition or results of operations, although the Company is
involved in various claims and legal actions arising in the ordinary course of
business. The following litigation matters are still pending, however, and the
Company continues to believe that the underlying complaints are without merit
and intends to defend itself vigorously against these actions.
The Company's management believes that the ultimate resolution of any of
the complaints summarized below and/or any other claims which are not stated
herein will not have a material adverse effect on the Company's liquidity,
financial condition or results of operations.
James
On April 12, 1999, an action was commenced by the administrators for three
children who were murdered on December 1, 1997 by Michael Carneal at the Heath
High School in McCracken County, Kentucky. The action was brought against 25
defendants, including the Company and other corporations in the videogame
business, companies that produced or distributed the movie The Basketball
Diaries, and companies that provide allegedly obscene internet content. The
complaint alleges, with respect to the Company and other corporations in the
videogame business, that Carneal was influenced by the allegedly violent content
of certain videogames and that the videogame manufacturers are liable for
Carneal's conduct. The complaint seeks $10.0 million in compensatory damages and
$100.0 million in punitive damages. The Company and approximately 10 other
corporations in the videogame business have entered into a joint defense
agreement and have retained counsel. By order entered April 6, 2000, the Court
granted a motion to dismiss the complaint. Plaintiffs have filed a motion to
vacate the dismissal of the action. On June 16, 2000, the Court denied the
motion to vacate. On June 28, 2000, plaintiffs appealed the dismissal of the
action to the Court of Appeals for the Sixth Circuit. Plaintiffs' and
defendants' final appellate briefs were submitted on November 30, 2000, and oral
argument was heard on November 28, 2001. On August 13, 2002 the Sixth Circuit
issued a complete affirmance of the dismissal of the action.
Sanders
On April 19, 2001, a putative class action was commenced by the family of
William David Sanders, a teacher murdered on April 2, 1999 in a shooting rampage
committed by Eric Harris and Dyland Klebold at the Columbine High School in
Jefferson County, Colorado. The action was brought against 25 defendants,
including the Company and other corporations in the videogame business,
companies that produced or distributed the movie The Basketball Diaries, and
companies that provide allegedly obscene internet content. The complaint
alleges, with respect to the Company and other corporations in the videogame
business, that Harris and Klebold were influenced by the allegedly violent
content of certain videogames and that the videogame manufacturers are liable
for Harris' and Klebold's conduct. The complaint seeks a minimum $15,000 for
each plaintiff and up to $15.0 million in compensatory damages for certain
plaintiffs and $5.0 billion in punitive damages, injunctive relief in the form
of a court established "monitoring system" requiring video game companies to
comply with rules and standards set by the court for marketing violent games to
children. On June 6, 2001 the Company waived service of a summons, and on July
9, 2001 the Company filed a motion to dismiss. Plaintiffs filed papers opposing
the Company's motion to dismiss and on September 14, 2001 the Company filed its
reply brief. On March 4, 2002 the Court granted our motion to dismiss and on
March 29, 2002 denied plaintiffs' motion for reconsideration. On April 5, 2002
plaintiffs filed a notice of appeal to the Court of Appeals for the Tenth
Circuit.
KBK
On September 16, 2002, Knight Bridging Korea Co., Ltd. ("KBK"), a
distributor of electronic games via the Internet and local area networks, filed
a lawsuit against Gamesonline.com, Inc. ("Gamesonline"), a subsidiary of
Interplay Entertainment Corp., and the Company in Superior Court of California,
Orange County. KBK alleges that on or about December 15, 2001, KBK entered into
a contract with Gamesonline to obtain the right to localize and distribute
Page 23
electronically in Korea, Neverwinter Nights and certain back list games. The
complaint further alleges that Gamesonline and the Company conspired to prevent
KBK from entering the market with Neverwinter Nights or any back title of
Gamesonline. The complaint alleges the following causes of action against the
Company: misappropriation of trade secrets under the California Uniform Trade
Secrets Act; common law misappropriation; intentional interference with
contract; negligent interference with contract; intentional interference with
prospective economic advantage; negligent interference with prospective economic
advantage; and violation of Business & Professions Code Section 17200 et seq.
The complaint seeks $98.8 million for each of these causes of action. On
November 6, 2002, the plaintiff agreed in principal to dismiss the Company
without prejudice and to subsequently name Infogrames Interactive, Inc., a
related party, as a defendant.
Page 24
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Statement regarding the Certification of the CEO of Infogrames, Inc.
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002
99.2 Statement regarding the Certification of the CFO of Infogrames, Inc.
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
No reports on Form 8-K are filed or incorporated by reference as part of
this report.
Page 25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INFOGRAMES, INC.
By: /s/ DAVID J. FREMED
-------------------------------
David J. Fremed
Senior Vice President of Finance and
Chief Financial Office
Date: November 14, 2002
Page 26
CERTIFICATION
I, Bruno Bonnell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Infogrames, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there was significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
By: /s/ Bruno Bonnell
------------------------------------
Name: Bruno Bonnell
Title: Chairman, Chief Executive Officer
Page 27
CERTIFICATION
I, David Fremed, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Infogrames, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there was significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
By: /s/ David Fremed
-------------------------------
Name: David Fremed
Title: Senior Vice President,
Chief Financial Officer
Page 28